Worth reading
72In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
12091003600
Japanese yen (approximate net proceeds)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of Treasury Shares Through a Third-Party Allotment
Who receives how much2,329,100Shares
Treasury shares: common shares, 2,329,100 shares
Japan Activation Capital I L.P.554,000 shares
Japan Activation Capital II Alpha L.P.1,775,100 shares
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
¥5,196 per share
Total issue value
¥12,102,003,600
Amount of funds to be raised
Total payment amount: ¥12,102,003,600; estimated net proceeds: ¥12,091,003,600
Estimated issuance expenses
¥11,000,000
Specific use of funds
Share RepurchasesAmount ¥12,091,003,600 / Scheduled timing of expenditures July 2026 to March 2027
Existing Shares and Increase
+1.64%Rate of increase
141,596,215 shares143,925,315Shares
1.64% of total shares issued and 1.65% of total voting rights
The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
Reporting obligation upon transfer within 2 years of payment
Offering structure
Major shareholders after the offering
Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 13.59％Name 坂本ドネイション・ファウンデイション株式会社 / Shareholding ratio 8.62％Name Hoshizaki Green Foundation / Shareholding ratio 8.43％Name JPMorgan Chase Bank 380055 / Shareholding ratio 6.74％Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 4.40％Name Hoshizaki Group Employee Shareholding Association / Shareholding ratio 3.26％Name Hoshizaki Shinsei Foundation / Shareholding ratio 2.36％Name State Street Bank and Trust Company 505001 / Shareholding ratio 1.98％Name Sakamoto Miyuki (坂本 美由紀) / Shareholding ratio 1.58％Name Japan Activation Capital I L.P. / Shareholding ratio 1.43％
Intended allottee's holding policy
The intended allottees plan to hold the Company shares acquired through this disposal of treasury shares over the medium to long term. The Company plans to obtain written undertakings requiring the allottees to immediately report the details to the Company if they transfer all or part of the shares within 2 years of payment, among other matters.
Payment date
9 July 2026 to 15 July 2026
Basis for determining the amount to be paid
The price was based on the VWAP of the Company's common shares on the TSE over the 5 trading days through the business day immediately preceding the date of the disposal resolution. The disposal price represents a 1.29% discount to the closing price of ¥5,264 on the immediately preceding business day, a 1.68% premium to the simple average closing price of ¥5,110 over the preceding 1 month, a 0.95% premium to the average price of ¥5,147 over the preceding 3 months, and a 0.13% premium to the average price of ¥5,189 over the preceding 6 months.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction will not result in a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Impact on Business Performance
The impact on the consolidated full-year earnings forecast for the fiscal year ending December 2026 is expected to be immaterial.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of Treasury Shares Through a Third-Party Allotment |
| Number of shares to be issued or disposed of | Treasury shares: common shares, 2,329,100 shares |
| Issue price and disposal price | ¥5,196 per share |
| Total issue value | ¥12,102,003,600 |
| Amount of funds to be raised | Total payment amount: ¥12,102,003,600; estimated net proceeds: ¥12,091,003,600 |
| Estimated issuance expenses | ¥11,000,000 |
| Specific use of funds | Details Share Repurchases / Amount ¥12,091,003,600 / Scheduled timing of expenditures July 2026 to March 2027 |
| Payment date | 9 July 2026 to 15 July 2026 |
| Intended allottee | Name Japan Activation Capital I L.P. / Number of Shares 554,000 shares, Name Japan Activation Capital II Alpha L.P. / Number of Shares 1,775,100 shares |
| Intended allottee's holding policy | The intended allottees plan to hold the Company shares acquired through this disposal of treasury shares over the medium to long term. The Company plans to obtain written undertakings requiring the allottees to immediately report the details to the Company if they transfer all or part of the shares within 2 years of payment, among other matters. |
| Dilution Rate | 1.64% of total shares issued and 1.65% of total voting rights |
| Total number of issued shares | 141,596,215 shares (excluding treasury shares) → 143,925,315 shares（1.64％） |
| Basis for determining the amount to be paid | The price was based on the VWAP of the Company's common shares on the TSE over the 5 trading days through the business day immediately preceding the date of the disposal resolution. The disposal price represents a 1.29% discount to the closing price of ¥5,264 on the immediately preceding business day, a 1.68% premium to the simple average closing price of ¥5,110 over the preceding 1 month, a 0.95% premium to the average price of ¥5,147 over the preceding 3 months, and a 0.13% premium to the average price of ¥5,189 over the preceding 6 months. |
| Transfer restriction period | Reporting obligation upon transfer within 2 years of payment |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction will not result in a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. |
| Major shareholders after the offering | Name The Master Trust Bank of Japan, Ltd. (Trust Account) / Shareholding ratio 13.59％, Name 坂本ドネイション・ファウンデイション株式会社 / Shareholding ratio 8.62％, Name Hoshizaki Green Foundation / Shareholding ratio 8.43％, Name JPMorgan Chase Bank 380055 / Shareholding ratio 6.74％, Name 株式会社日本カストディ銀行 (Trust Account) / Shareholding ratio 4.40％, Name Hoshizaki Group Employee Shareholding Association / Shareholding ratio 3.26％, Name Hoshizaki Shinsei Foundation / Shareholding ratio 2.36％, Name State Street Bank and Trust Company 505001 / Shareholding ratio 1.98％, Name Sakamoto Miyuki (坂本 美由紀) / Shareholding ratio 1.58％, Name Japan Activation Capital I L.P. / Shareholding ratio 1.43％ |
| Impact on Business Performance | The impact on the consolidated full-year earnings forecast for the fiscal year ending December 2026 is expected to be immaterial. |
Items this document does not state (11)
Exercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financing
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To accelerate structural reform, improve profitability and capital efficiency, and execute the growth strategy by leveraging JAC's expertise and network in growth strategies, strengthening management structures, corporate transformation, M&A, and capital policy. The Company will also acquire treasury shares to limit the impact of dilution resulting from this disposal of treasury shares.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.